Beckman Coulter Announces Additional Details on Financing for Its Proposed Acquisition of Biosite Incorporated
02 April 2007 - 6:00PM
PR Newswire (US)
FULLERTON, Calif., April 2 /PRNewswire-FirstCall/ -- Beckman
Coulter, Inc. (NYSE:BEC) announced today additional details
regarding its financing strategy for the proposed acquisition of
Biosite Incorporated (NASDAQ:BSTE). On March 25, 2007, Beckman
Coulter announced it had entered into a definitive merger agreement
with Biosite under which Beckman Coulter will acquire all of
Biosite's outstanding common stock in a cash tender offer of $85.00
per share, or approximately $1.55 billion on a fully diluted share
basis. Financing for the transaction has been fully committed by
Morgan Stanley and Citigroup. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGO ) Upon the
change of control, all of Biosite's stock options will vest, and
are expected to be converted into Beckman Coulter stock options
with an equivalent value. This non-cash portion of the transaction
represents about $200 million of the purchase price. Charlie
Slacik, Beckman Coulter's Senior Vice President and Chief Financial
Officer, stated, "We plan to put our permanent financing for the
Biosite acquisition in place soon after the closing of the tender
offer. We expect that about half of the permanent financing will
consist of convertible notes with the balance of the purchase price
composed of straight debt. In order to counter the dilutive effect
of the converted stock options, we will consider re-purchasing up
to $200 million of Beckman Coulter common stock in conjunction with
the issuance of convertible notes. Our permanent financing plans,
including any re-purchase of Beckman Coulter stock, are subject to
the approval of Beckman Coulter's Board of Directors." Further
details about the financing will be provided following the close of
the cash tender offer. About Beckman Coulter Beckman Coulter, Inc.
based in Fullerton, California, develops, manufacturers and markets
products that simplify, automate and innovate complex biomedical
tests. More than 200,000 Beckman Coulter systems operate in
laboratories around the world supplying critical information for
improving patient health and reducing the cost of care. Recurring
revenues consisting of supplies, test kits, service and
operating-type lease payments represent more than 75 percent of the
company's 2006 annual sales of $2.5 billion. For more information,
visit http://www.beckmancoulter.com/. About Biosite Biosite
Incorporated is a leading bio-medical company commercializing
proteomics discoveries for the advancement of medical diagnosis.
The company's products contribute to improvements in medical care
by aiding physicians in the diagnosis of critical diseases and
health conditions. The Biosite Triage(R) rapid diagnostic tests are
used in more than 70 percent of U.S. hospitals and in more than 60
international markets. Information on Biosite can be found at
http://www.biosite.com/. Forward Looking Statements This press
release contains forward-looking statements, including statements
regarding the total cost of Beckman Coulter's acquisition of
Biosite, the nature and amount of the permanent financing, and the
value of outstanding Biosite stock options. These statements are
based on current expectations, forecasts and assumptions. Actual
results could differ materially from those anticipated by these
forward-looking statements as a result of a number of factors, some
of which may be beyond Beckman Coulter's control. Among other
things, these factors include the risk that Beckman Coulter will
need to increase the amount offered for Biosite's outstanding
shares, that Beckman Coulter will not be able to obtain permanent
financing in the form or at the rates anticipated by the Company,
and that the actual number or value of the outstanding Biosite
stock options will be different than anticipated. Beckman Coulter
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Additional
Information and Where to Find It This announcement is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Biosite and does not constitute an offer to sell or buy any other
securities. The tender offer for the shares of Biosite has not
commenced. Shareholders of Biosite are urged to read the relevant
tender offer documents when they become available because they will
contain important information that shareholders should consider
before making any decision regarding tendering their shares. At the
time the offer is commenced, Beckman Coulter and its acquisition
subsidiary will file tender offer materials with the U.S.
Securities and Exchange Commission (SEC) and Biosite will file a
Solicitation/Recommendation Statement with respect to the offer.
The tender offer materials (including an Offer to Purchase, a
related Letter of Transmittal and certain other offer documents)
and the Solicitation/Recommendation Statement will contain
important information, which should be read carefully before any
decision is made with respect to the tender offer. The Offer to
Purchase, the related Letter of Transmittal and certain other offer
documents, as well as the Solicitation/Recommendation Statement,
will be made available to all shareholders of Biosite at no expense
to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC's web site at http://www.sec.gov/. Free copies of
these documents will also be available from the Information Agent
that will be retained by Beckman Coulter in connection with the
tender offer. In addition to the Offer to Purchase, the related
Letter of Transmittal and certain other offer documents, as well as
the Solicitation/Recommendation Statement, Beckman Coulter and
Biosite file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by Beckman
Coulter and Biosite at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference
room. Beckman Coulter's and Biosite's filings with the SEC are also
available to the public from commercial document-retrieval services
and at the website maintained by the SEC at http://www.sec.gov/.
Contact: Robert Raynor Director, Investor Relations (714)773-7620
http://www.newscom.com/cgi-bin/prnh/20031202/BECLOGODATASOURCE:
Beckman Coulter, Inc. CONTACT: Robert Raynor, Director, Investor
Relations, for Beckman Coulter, Inc., +1-714-773-7620 Web site:
http://www.beckmancoulter.com/ http://www.biosite.com/
Copyright
Biosite (NASDAQ:BSTE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Biosite (NASDAQ:BSTE)
Historical Stock Chart
From Jul 2023 to Jul 2024